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  • Samsung Electronics Co., Ltd., v. Mpeg La, L.L.C.,Commercial - Contract - Commercial Division document preview
  • Samsung Electronics Co., Ltd., v. Mpeg La, L.L.C.,Commercial - Contract - Commercial Division document preview
  • Samsung Electronics Co., Ltd., v. Mpeg La, L.L.C.,Commercial - Contract - Commercial Division document preview
  • Samsung Electronics Co., Ltd., v. Mpeg La, L.L.C.,Commercial - Contract - Commercial Division document preview
  • Samsung Electronics Co., Ltd., v. Mpeg La, L.L.C.,Commercial - Contract - Commercial Division document preview
  • Samsung Electronics Co., Ltd., v. Mpeg La, L.L.C.,Commercial - Contract - Commercial Division document preview
  • Samsung Electronics Co., Ltd., v. Mpeg La, L.L.C.,Commercial - Contract - Commercial Division document preview
  • Samsung Electronics Co., Ltd., v. Mpeg La, L.L.C.,Commercial - Contract - Commercial Division document preview
						
                                

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FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 Exhibit 2 FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 LICENSING ADMINISTRATOR AGREEMENT REGARDING THE HEVC STANDARD 12"' This Agreement is made this day of May, 2014, by and among MPEG LA, L.L.C., a limited liability company, having a principal place of business in Denver, Colorado, U.S.A. (the "Licensing Administrator"), on the one hand, AND EACH OF Apple Inc., a corporation of California, U.S.A., having a principal place of business in Cupertino, California, U.S.A. ("Apple"); Electronics and Telecommunications Research Institute (ETRI), a corporation of Korea, having a principal place of business in Daejeon, Korea ("ETRI"); Fujitsu Limited, a corporation of Japan, having a principal place of business in Kawasaki, Japan ("Fujitsu"); Hitachi Maxell, Ltd., a corporation of Japan, having a principal place of business in Osaka, Japan ("Hitachi"); HUMAX Holdings Co., Ltd., a corporation of Korea, having a principal place of business in Seongnam-si, Korea ("HUMAX Holdings"); Intellectual Discovery Co. LTD., a corporation of Korea, having a principal place of business in Seoul, Korea ("Intellectual Discovery"); JVC KENWOOD Corporation, a corporation of Japan, having a principal place of business in Yokohama, Japan ("JVC KENWOOD"); Korea Advanced Institute of Science and Technology, a corporation of Korea, having a principal place of business in Daejeon, Korea ("KAIST"); Korea Broadcasting System, a corporation of Korea, having a principal place of business in Seoul, Korea ("KBS"); KT Corp, a corporation of Korea, having a principal place of business in Seongnam, Korea ("KT"); M&K Holdings Inc., a corporation of Korea, having a principal place of business in Seoul, Korea ("M&K"); NEC Corporation, a corporation of Japan, having a principal place of business in Tokyo, Japan ("NEC"); NEWRACOM, Inc., a corporation of Delaware, U.S.A., having a principal place of business in Irvine, California, U.S.A. ("NEWRACOM"); Nippon Hoso Kyokai, a corporation of Japan, having a principal place of business in Tokyo, Japan ("NHK"); Nippon Telegraph and Telephone Corporation, a corporation of Japan, having a principal place of business in Tokyo, Japan ("NTT"); NTT DOCOMO, INC., a corporation of Japan, having a principal place of business in Tokyo, Japan ("NTT DOCOMO"); Orange SA, a corporation of France, having a principal place of business in Paris, France ("Orange"); Samsung Electronics Co., Ltd., a corporation of Korea, having a principal place of business in Seoul, Korea ("Samsung"); Siemens Corp., a corporation of Delaware, U.S.A., having a principal place of business in Washington D.C., U.S.A. ("Siemens"); SK Telecom, a corporation of Korea, having a principal place of business in Seoul, Korea ("SK Telecom"); Tagivan II, LLC, a limited liability company of Delaware, U.S.A., having a principal place of business in Chevy Chase, Maryland, US.A. ("Tagivan II"); The Trustees of Columbia University in the City of New York, a not-for-profit corporation of New York, U.S.A., having a principal place of business in New York City, New York, U.S.A. ("Columbia"); and Vidyo, Inc. a corporation of Delaware, U.S.A., having a principal place of business in Hackensack, New Jersey, U.S.A. ("Vidyo"); NOW, THEREFORE, in reliance upon the representations, warranties and agreements made herein and in consideration of the premises and mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: [1] FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) 1. DEFINITIONS 1.1 Administrative Committee - shall mean the Administrative Committee of the Licensors constituted as set forth in, and acting in accordance with, the Agreement Among Licensors. 1.2 Affiliate - shall mean a Legal which now or hereinafter or Entity directly indirectly controls, is controlled by, or is under common control with a party. For purposes of this Section 1.2, control shall mean direct or beneficial ownership of more than fifty percent (50%) of the outstanding shares representing the right to vote for directors or other managing officers of such Legal Entity, or the power to directly or indirectly instruct, appoint, or remove the party or parties who have the right to make decisions for such entity. An entity shall be deemed an Affiliate only so long as "control" such exists. 1.3 Agreement Licensors - shall mean the Agreement Licensors Among Among Regarding the HEVC Standard, dated as of May 12, 2014 entered into by and between each of the Licensors. 1.4 End User - shall mean natural person or which any entity orders, sends, purchases, retrieves, receives or is specifically sent an HEVC Product for their or its use, whether alone or in combination with any other product, and not for re-Sale 1.5 Gross Collections - shall mean the total amount received the by Licensing Administrator as royalty payments pursuant to all HEVC Patent Portfolio Licenses. Gross Collections shall not include, however, any sums paid out to the Licensing Administrator under this Agreement or for any withholding taxes, sales or excise taxes imposed by any duly constituted governmental authority, and Gross Collections shall be reduced by the applicable amount of any refund to Licensees, if any, made under any HEVC Patent Portfolio Licenses. 1.6 HEVC Codec - shall mean software and/or hardware that comprises one HEVC Decoder and/or one HEVC Encoder. For avoidance of doubt, software or hardware which includes more than one HEVC Decoder or more than one HEVC Encoder shall be deemed to include more than one HEVC Codec. 1.7 HEVC - shall mean software and/or hardware that is capable of Decoder(s) converting a bitstream substantially in accordance with the HEVC Standard to video samples. 1.8 HEVC - shall mean software and/or hardware that is capable of Encoder(s) converting video samples to a bitstream substantially in accordance with the HEVC Standard. 1.9 HEVC Essential Patent - shall mean and all but such in any claims, only claims, a Patent which are necessarily infringed in connection with the use or [2] FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) implementation of the HEVC Standardunder the laws of the country which issued or published the Patent. 1.10 HEVC Patent Portfolio - shall mean the portfolio of HEVC Essential Patents which are initially identified in Attachment 1 to the HEVC Patent Portfolio License, which portfolio may be supplemented or reduced from time to time in accordance with the provisions of the HEVC Patent Portfolio License. 1.11 HEVC Patent Portfolio License - shall mean a standard nonexclusive worldwide, sublicense under all HEVC Patent Portfolio Patents, which sublicense shall initially be identical in form to the sample sublicense attached hereto as Attachment 1 and as such sublicense shall from time to time be amended as set forth in the Agreement Among Licensors. 1.12 HEVC Patent Portfolio Patent - shall mean an HEVC Essential Patent under which a Party has the right to grant a license or sublicense to a third party (without payment to any other party which is not an Affiliate) with the right of such third party to grant sublicenses, and which is included in the HEVC Patent Portfolio. 1.13 HEVC Product - shall mean an HEVC HEVC or HEVC Decoder, Encoder, Codec in whatever form or implementation, including software and/or hardware, that is: (a) contained in a product (such as a mobile phone, tablet, television, set-top box, computer, digital/personal video recorder, optical disc player or recorder, game console, software, etc.) Sold to an End User or offered for Sale to an End User, or (b) software Sold to an End User or offered for Sale to an End User that is capable of being installed in a product (such as a mobile phone, tablet, television, set-top box, computer, digital/personal videorecorder, optical disc player or recorder, game console, software, etc.), which product, or software capable of being installed in a product, bears the brand name that Licensee owns or otherwise has the right (or apparent right) to use at Licensee's discretion or bearing no brandname if the decision to do so is at the discretion of Licensee. An HEVC Product includes only the software and/or hardware that is substantially in accordance with the HEVC Standard and excludes any other portion or segment of a product that is not substantially in accordance with the HEVC Standard. 1.14 HEVC Product - shall mean an HEVC Product for which a is Royalty royalty payable to the Licensing Administrator under the HEVC Patent Portfolio License. 1.15 HEVC Standard - shall mean the visual standard defined in Version 1 of ISO/IEC 23008-2 MPEG-H Part 2 and ITU-T Recommendation H.265. As authorized in accordance with Section 6.3 of the Agreement Among Licensors, the definition of HEVC Standard shall be considered amended for all purposes [3] FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) upon the posting of a new definition to the website of the Licensing Administrator, http://www.mpegla.com ("Amended Definition"); provided, however, that no Amended Definition shall reduce the scope of any definition of the HEVC Standard immediately prior to the posting of the Amended Definition. Section 12.1 herein shall not apply to any Amended Definition. 1.16 HEVC Video - shall mean video or still picture encoded in substantially accordance with the HEVC Standard. 1.17 Legal - shall mean a limited Entity corporation, liability company, partnership, individual or other entity recognized by state, provincial or national law as having the power to contract and to sue or be sued. 1.18 License - shall mean the license granted each Licensor to the by Licensing Administrator pursuant to the Agreement Among Licensors. 1.19 Licensee - shall mean Person that has entered into an HEVC Patent Portfolio any License with the Licensing Administrator. 1.20 Administrator - shall mean MPEG L.L.C. ("MPEG or Licensing LA, LA"), any successor thereof appointed pursuant to Section 3.4 of the Agreement Among Licensors. 1.21 Licensors - shall mean those Parties which have (individually Licensor) executed the Agreement Among Licensors made as of May 12, 2014. A list of such Parties shall be made available and kept current by the Licensing Administrator. 1.22 Manager - shall mean Lawrence A. Horn or successor chief executive officer any of MPEG LA or any successor manager of the Licensing Administrator. 1.23 Original Parties - shall mean parties that sign the HEVC documents licensing prior to launch of the HEVC Patent Portfolio License including the following companies: Apple, ETRI, Fujitsu, Hitachi, HUMAX Holdings, Intellectual Discovery, JVC KENWOOD, KAIST, KBS, KT, M&K, NEC, NEWRACOM, NHK, NTT, NTT DOCOMO, Orange, Samsung, Siemens, SK Telecom, Tagivan II,Columbia, and Vidyo. 1.24 Parties - shall mean the Original Parties unless this (individually Party) Agreement expires or is terminated as to any of the foregoing pursuant to Section 11.1, 11.2 or 11.4 herein and shall include any other Legal Entity or Person that may be added as a Licensor by amendment pursuant to Article 9 herein, or by an assignment of this Agreement pursuant to Section 12.2 herein or shall mean any person or entity which signs this Agreement. 1.25 Patent - shall mean issued patent any (including reexaminations, reissues, continuations, divisionals and continuations-in-part). [4] FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) 1.26 Patent - shall mean independent Patent retained to Consultant(s) expert(s) determine whether a Patent is an HEVC Essential Patent. 1.27 Person - shall mean limited or general any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, estate, unincorporated organization, or any other entity having the power to sue or be sued under any state, provincial or national law. 1.28 Sale - shall mean (regardless of whether for (Sell) (Sold) (Seller) compensation) any sale, rental, lease, license or other form of distribution by Licensee of an HEVC Product, either directly or through a chain of distribution, to an End User. A Sale shall be deemed to take place in the country in which title to the HEVC Product passes to an End User or, at the election of the Licensing Administrator, in the country in which the HEVC Product is received by an End User. Notwithstanding anything in this Section 1.28 to the contrary, in the case where the HEVC Product is software transmitted to an End User by download, the country of Sale shall be the country in which the End User is located or at the election of the Licensing Administrator, the country from which the HEVC Product is initially transmitted. 1.29 Services - shall mean the functions and covenants to be undertakings, tasks, performed by the Licensing Administrator pursuant to Article 3 of this Agreement. 2. APPOINTMENT OF LICENSING ADMINISTRATOR; ACCEPTANCE 2.1 Appointment and Selection of the Licensing Administrator. Each of the Licensors hereby appoints and selects MPEG LA, L.L.C. to be the Licensing Administrator under this Agreement, to, among other things, perform the Services during the term of this Agreement and in accordance with the terms and conditions of this Agreement. 2.2 Acceptance of the Licensing Administrator. MPEG LA, L.L.C. hereby accepts the appointment and selection as Licensing Administrator under this Agreement, to, among other things, perform the Services during the term of this Agreement and in accordance with the terms and conditions of this Agreement. 3. DUTIES AND OBLIGATIONS OF THE LICENSING ADMINISTRATOR 3.1 Identification of Potential Licensees. The Licensing Administrator shall use its commercially reasonable best efforts to identify Persons who are either implementing the HEVC Standard or who may potentially implement the HEVC Standard and any other Persons that may be a potential Licensee of an HEVC Patent Portfolio License. Such efforts to identify potential Licensees shall include: 3.1.1 Continuous monitoring of key segments of the industries utilizing digital visual data compression, including, but not limited to, broadcast [5] FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) television, cable and wireless cable television, direct broadcast satellite, internet broadcasting, mobile communications, playback and recording devices, personal computers, video teleconferencing equipment, encoding, multiplexing and server equipment; 3.1.2 Presenting periodic seminars and attending relevant trade shows in an effort to publicize, educate and inform potential Licensees about the purposes and scope of an HEVC Patent Portfolio License and the Licensing Administrator's ability to grant an HEVC Patent Portfolio License; 3.1.3 Such other commercially reasonable best efforts as it shall determine to identify potential Licensees; and 3.1.4 Informing each potential Licensee that licenses or sublicenses to individual HEVC Essential Patents are available from respective Patent holders for rights to make, use and sell products under the HEVC Patent Portfolio Patents. 3.2 Granting of HEVC Patent Portfolio Licenses. 3.2.1 The Licensing Administrator shall have the authority, consistent with its obligation to use commercially reasonable best efforts, to encourage potential Licensees to enter into an HEVC Patent Portfolio License with the Licensing Administrator. Licensors hereby also grant to the Licensing Administrator the authority set out in Section 2.3 of the Agreement Among Licensors with respect to Licensees. The Licensing Administrator acknowledges that it is not the beneficial owner of the HEVC Patent Portfolio Patents. This grant of authority in no way diminishes the right of each Licensor to separately offer licenses or sublicenses under its HEVC Essential Patents. Each Party hereto represents that the HEVC Patent Portfolio shall include (or be deemed to include for purposes of the HEVC Patent Portfolio License) all HEVC Essential Patents licensable or sublicensable by each Party without payment to any third party which is not an Affiliate. 3.2.2 Subject to Sections 3.7 and 3.8, the Licensing Administrator shall be required to use commercially reasonable best efforts to grant an HEVC Patent Portfolio License to each and every potential qualified Licensee who requests an HEVC Patent Portfolio License and shall not discriminate against potential Licensees. The Licensors acknowledge and agree that in granting HEVC Patent Portfolio Licenses, the Licensing Administrator shall use its judgment with regard to decisions relating to the creditworthiness of a potential Licensee and whether a potential Licensee should be subject to more overall financial requirements than those contained in the HEVC Patent Portfolio License form (e.g., requiring a [6] FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) letter of credit or other security relating to payment obligations of a potential Licensee). 3.2.3 Without the written consent of the Administrative Committee pursuant to the Agreement Among Licensors, the Licensing Administrator shall not grant or enter into a specific HEVC Patent Portfolio License on a form that is materially different from the form of the HEVC Patent Portfolio License in Attachment 1. 3.2.4 The ability of the Licensing Administrator to grant further sublicenses shall automatically terminate and expire upon the expiration or termination of this Agreement. 3.3 Compliance; Collection of Payments. 3.3.1 The Licensing Administrator shall use commercially reasonable best efforts to collect all royalty and other payments required to be made by Licensees under the HEVC Patent Portfolio Licenses (including late payments). Such effort shall, at a minimum, consist of collection of royalties and review of all periodic royalty reports and statements, verification of the calculation of the royalties made in such statements and verification that such statements have been reviewed by proper representatives of each Licensee as required by the terms of the applicable HEVC Patent Portfolio License. The Licensing Administrator agrees to make copies of these reports available to the auditors conducting an audit as set forth in Section 6.5 of this Agreement. 3.3.2 In addition to collection of royalties, the Licensing Administrator shall have sole authority, consistent with its obligation to use commercially reasonable best efforts, to assure that each Licensee is materially complying with the terms and conditions of the applicable HEVC Patent Portfolio License. Such efforts may include an accounting of the royalty records of a Licensee and such other contract compliance procedures as the Licensing Administrator in its discretion reasonably deems necessary or appropriate in the circumstances. The Licensors agree that the Licensing Administrator will be reimbursed for the expenses of enforcing compliance with the HEVC Patent Portfolio Licenses pursuant to the terms of the Agreement Among Licensors. 3.4 Cooperation with Licensors Relating to Enforcement of HEVC Essential Patents. 3.4.1 The Licensing Administrator acknowledges and agrees that the License does not provide the Licensing Administrator with the right to bring a claim for infringement of any Patent licensed or sublicensed thereunder in a lawsuit or other proceeding against any party in any country. [7] FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) 3.4.2 Notwithstanding Section 3.4.1, the Licensing Administrator agrees to fully cooperate with each Licensor bringing a Patent infringement action against those parties specified in Sections 2.8, 2.9, 2.10, or 2.11 of the Agreement Among Licensors that such Licensor reasonably believes is infringing at least one of their Patents in the HEVC Patent Portfolio. The reasonable expenses incurred by the Licensing Administrator in cooperating with such Licensor, at Licensor's request, shall be paid by such Licensor. 3.5 Distribution of Licensing Revenues. Subject to Sections 2.12 and 5.2.1 of the Agreement Among Licensors, the Licensing Administrator agrees to remit to each Licensor the portion of the HEVC Patent Portfolio License royalties payable to such Licensor as set forth in Article 5 of the Agreement Among Licensors, Licensors being the effective beneficial owners of all royalties collected by the Licensing Administrator. The Licensors acknowledge and agree that the Licensing Administrator is not a guarantor of royalties payable under HEVC Patent Portfolio Licenses but is responsible to remit royalties duly received (subject to withholding tax as required by applicable law or regulations) pursuant to the HEVC Patent Portfolio License as set forth in Section 5 of the Agreement Among Licensors. 3.6 Mitigation of Withholding Taxes. The Licensing Administrator agrees to use commercially reasonable efforts to recommend methods to mitigate the applicable withholding taxes on royalties required by applicable law or regulation to be withheld from the royalty payments and paid by the Licensees and to maximize the tax credits available to the Licensors. 3.7 Deletion of Patents From the HEVC Patent Portfolio. The Licensing Administrator shall delete Patents from the HEVC Patent Portfolio in accordance with the terms of the Agreement Among Licensors, and shall give notice to all Licensees of such deletion. 3.8 Partial Termination, Exclusion or Revocation Rights. The Licensing Administrator acknowledges its obligation to follow the written instructions of Licensors which may be given pursuant to Sections 2.8, 2.9, 2.10, or 2.11 of the Agreement Among Licensors, provided such instructions are permitted by the terms of the relevant HEVC Patent Portfolio License. Licensors acknowledge their obligation to give reasonable notice of such instructions. 3.9 Maximization of Royalty Income. The Licensing Administrator shall use commercially reasonable best efforts to maximize the royalties generated from the HEVC Patent Portfolio Licenses. 3.10 Periodic Reports. The Licensing Administrator shall provide the Licensors with reports at each meeting of the Administrative Committee (as provided in the Agreement Among Licensors) summarizing the Licensing Administrator's actions in complying with this Agreement. [8] FILED: NEW YORK COUNTY CLERK 05/16/2022 06:19 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/16/2022 HEVC LICENSING ADMINISTRATOR AGREEMENT (cont'd) 3.11 Business Plan. The Licensing Administrator shall prepare a business plan and present such plan annually to the Administrative Committee. The business plan shall include business and financial planning information that is normally included in a business plan provided by the Licensing Administrator, and shall further include a listof potential Licensees, a list of Licensees with whom the Licensing Administrator is currently negotiating, and a list of new Licensees added in the preceding year and a target number of new Licensees to be added during the upcoming year. The Licensing Administrator shall use commercially reasonable best efforts to achieve any goals specified in the business plan. 3.12 Cooperation With Licensors. The Licensing Administrator agrees to use commercially reasonable best efforts to fully and in good faith cooperate with each Licensor in connection with the subject matter of this Agreement and to enable each Licensor to carry out itsobligations under this Agreement. 3.13 Interest in Licensees. The Licensing Administrator shall have no substantial interest in, or become an Affiliate of, any potential or existing Licensee. 3.14 Enforcement of HEVC Patent Portfolio Licenses. Consistent with its obligation under Section 3.3, the Licensing Administrator shall have sole authority to enforce HEVC Patent Portfolio Licenses and/or terminate any HEVC Patent Portfolio Licenses as to any breaching Licensee. However, the Licensing Administrator shall notify the Administrative Committee in writing thirty (30) days in advance of terminating any HEVC Patent Portfolio License or initiating any enforcement action against a Licensee (collectively, "Contract Enforcement Action"). Such Contract Enforcement Action shall be considered by the Administrative Committee and funded in accordance with the terms of the Agreement Among Licensors. 3.15 Auditing of HEVC Patent Portfolio Licenses. Consistent with its obligation under Section 3.3, the Licensing Administrator shall have sole authority, consistent with its obligation to use commercially reasonable best efforts, to conduct audits of Licensees when such audits are reasonably deemed appropriate by the Licensing Administrator. 4. DUTIES AND OBLIGATIONS OF THE LICENSORS 4.1 Cooperation with Licensing Administrator. In addition to itsother obligations and covenants set forth herein, each of the Licensors agrees to use commercially reasonable best efforts to fully and in good faith cooperate with the Licensing Administrator in connection with the subject matter of this Agreement and to enable the Licensing Administrator to carry out its obligations under this Agreement. 4.2 Am